Log in or register
Share on LinkedInShare on LinkedIn

ARTICLE · 26 JANUARY 2012

Private Equity @ Gowlings: January 24, 2012 - Volume 3, Number 1

Gowling WLG
Gowling WLG
Contributor
Gowling WLG

Gowling WLG

The firm The firm’s lawyers speak English, French, Russian and Ukrainian. The firm’s client base...

View firm profile
Explore more from Gowling WLG

Post-closing financial support of representations and warranties can be a point of contention between buyer and seller in any M&A transaction. However, it is particularly relevant in the context of transactions in which the sellers, including private equity funds, will have few tangible assets post-closing.

CanadaFinance and Banking
Rob Blackstein
Rob Blackstein
Myron Dzulynsky
Myron Dzulynsky
David Kim
David Kim
Author LinkedIn connections

Edited by Alan James and Rob Blackstein

In this issue:

  • Representations and Warranties Insurance in M&A Transactions
  • The Use of Side Letters to Limited Partnership Agreements

REPRESENTATIONS AND WARRANTIES INSURANCE IN M&A TRANSACTIONS

By: David H. Kim and Myron Dzulynsky

Post-closing financial support of representations and warranties can be a point of contention between buyer and seller in any M&A transaction. However, it is particularly relevant in the context of transactions in which the sellers, including private equity funds, will have few tangible assets post-closing. While holdback or escrow mechanisms are traditionally used to provide comfort to buyers, a number of years ago several insurance providers introduced the concept of representations and warranties insurance ("Reps & Warranties Insurance") as an alternative to these traditional mechanisms. Reps & Warranties Insurance provides coverage for financial losses resulting

We operate a free-to-view policy, asking only that you register in order to read all of our content. Please login or register to view the rest of this article.

Register for freeORLog in

Related Articles

Legal Intelligence Newsletters: sign up for the latest legal and regulatory news on your chosen topics

Read more about

Related Comparative Guides

See more popular content from

Article

Prediction Markets In Canada: A Category-by-Category Regulatory Framework

Canadian regulators have established a category-by-category framework for prediction markets, permitting certain economic and financial event contracts through securities dealers while directing sports and entertainment contracts outside that regime. This emerging approach creates distinct regulatory pathways depending on contract structure and underlying event type, raising critical questions about classification, market integrity, and compliance for platforms, dealers, and financial institutions navigatin
CanadaFinance and Banking
Bennett Jones LLP
Bennett Jones LLP
Article

A New Structure Enters The Ring: CIRO’s Incorporated Approved Person Compensation Proposal

The Canadian Investment Regulatory Organization’s (CIRO) proposed Incorporated Approved Person model could materially change how client-facing advisors structure their businesses and receive compensation with significant impacts to sponsoring firms. The proposed rule amendments, published on July 9, 2026, would introduce a harmonized incorporated compensation option for client-facing Approved Persons across CIRO regulated dealers. Comments are due November 6, 2026.
CanadaFinance and Banking
Borden Ladner Gervais LLP
Borden Ladner Gervais LLP
Article

OSC Releases Crypto Asset Survey Results

The Ontario Securities Commission's 2026 survey reveals significant shifts in Canadian cryptocurrency adoption, awareness, and sentiment. With ownership rates more than doubling since 2023 and a growing belief that crypto will play a key role in Canada's financial system, the findings paint a picture of an evolving landscape where traditional financial advisors increasingly recommend crypto investments, yet regulatory awareness remains surprisingly low among the general population.
CanadaFinance and Banking
Osler, Hoskin & Harcourt LLP
Osler, Hoskin & Harcourt LLP
Article

Speculation Or Security: Canada’s Evolving Regulatory Framework For Prediction Markets

Canadian securities regulators have established a limited framework for prediction markets, restricting which event contracts can be offered to investors and under what conditions. While certain economic and financial forecasts may be traded through authorized dealers, contracts based on political events, sports, or entertainment remain prohibited, and compliance with securities law does not resolve potential exposure under criminal gambling provisions.
CanadaFinance and Banking
McMillan LLP
McMillan LLP
Article

What Is The Hansa? From The Hanseatic League To Modern Cooperation Models

The term "Hansa" has re-emerged in modern geopolitical discourse, most notably through the 2026 Germany-Norway defence cooperation framework. This article examines how the principles of the medieval Hanseatic League—flexible coordination, shared standards, and mutual benefit without centralization—are being adapted to address contemporary challenges in defence, security, and cross-border collaboration.
GlobalInternational Law
Gowling WLG
Gowling WLG
Article

Canada And The European Union Chart A New Course: Beyond CETA Toward A Strategic Economic Partnership

European Commission President Ursula von der Leyen has invited Canada to become the first associate member of the EU, with Prime Minister Mark Carney accepting the proposal to pursue an "Alliance for the Future." The partnership would build on existing bilateral agreements with Germany, Spain, and Italy, potentially enabling free flow of goods, services, and workers across strategic sectors including energy, critical minerals, artificial intelligence, defence, and advanced manufacturing.
GlobalInternational Law
Gowling WLG
Gowling WLG
Article

CBSA Anti-Dumping And Countervailing Duty Investigations: Truck And Bus Tires From China – What Producers, Exporters, And Importers Need To Know

Canada has initiated anti-dumping and countervailing duty investigations into truck and bus tires from China, with preliminary determinations expected by November 30, 2026. Producers, exporters, and importers—including companies from Korea, Japan, and Singapore with Chinese operations—face critical September and October deadlines to submit comprehensive responses or risk significantly higher duty rates.
CanadaInternational Law
Gowling WLG
Gowling WLG
Article

The Warranty Of Good Working Order: New Québec Consumer Protection Regulation Takes Effect October 5, 2026

Starting October 5, 2026, Québec will introduce a new statutory warranty of good working order for consumer goods such as appliances and electronics, with minimum warranty periods ranging from 3 to 6 years. The legislation imposes disclosure obligations on manufacturers and merchants while prohibiting any attempts to exclude or limit this warranty. Businesses operating in Québec must adapt their practices to comply with these consumer protection requirements or face potential compliance issues.
CanadaConsumer Protection
Gowling WLG
Gowling WLG
Article

Advance Income Tax Ruling Requests For “major Investments” In Canada To Take Priority

The Canada Revenue Agency has announced a new policy to prioritize advance income tax ruling requests for investments of $1 billion or more in Canada. This initiative aims to provide greater tax certainty and reduce risks for major investors, potentially accelerating large-scale project development and strengthening Canada's economic competitiveness. However, questions remain about implementation timelines and potential impacts on smaller ruling requests.
CanadaTax
Gowling WLG
Gowling WLG
Article

Understanding Canada’s new "Productivity Mega Deduction": Broad-based, immediate, and permanent expensing

Canada's new Productivity Mega Deduction promises to slash the marginal effective tax rate on business investment to just 6.4%, positioning the country as the most competitive G7 nation for capital deployment. This permanent tax incentive extends immediate expensing to roughly 65% of capital assets, fundamentally reshaping the economics of investing in Canadian operations across manufacturing, energy, technology, and resource sectors.
CanadaTax
Gowling WLG
Gowling WLG
Article

Peptides In Canada: Regulatory Reality Is Catching Up With The Hype

Health Canada's recent enforcement action against unauthorized injectable peptides signals a regulatory shift that wellness companies cannot afford to ignore. While peptides dominate influencer marketing and online wellness spaces, their legal status in Canada depends on factors far more complex than social media trends suggest. Understanding how route of administration, therapeutic claims, and market authorization intersect is now critical for compliance.
CanadaConsumer Protection
Gowling WLG
Gowling WLG